Cannot cumulate votes when a candidate withdraws if proxy does not provide that authority; corporation may hold annual meetings in Washington; and other matters
We conclude that the offers in this case of $1,500 for each plaintiff were not too low to satisfy these precedents. In this case, the Shareholders’ claims were particularly weak. Many of the claims were barred by collateral estoppel, and the Shareholders had plenty of time to conduct discovery to assess their claims before the offers were made.The Shareholders cite Gold Country Estates Preservation Group, Inc. v. Fairbanks North Star Borough[30] for the proposition that a Rule 68 money offer is not appropriate where the relief being sought is equitable. In that case, we noted “that a citizen litigant’s claim alleging violation of the Open Meetings Act, with no accompanying claim for monetary damages, is unlikely to be an appropriate vehicle for a Rule 68 offer.”[31] We reasoned that where there is no claim for monetary damages, “[a] Rule 68 offer of judgment serves no legitimate purpose.”[32] Likewise, in Fernandes v. Portwine, this court rejected a Rule 68 offer of judgment which by its terms encompassed only the legal, and not the injunctive, claims made by the offeree.[33] We held the “offer of judgment was not comprehensive, definite and unconditional; it did not encompass any of the equitable claims.”[34]In this case, however, the Shareholders sought both monetary and equitable relief in their complaint. The plaintiffs’ damage claims were substantial — their prayer for relief requested monetary damages for CIRI’s allegedly unfair election practices, punitive damages, unpaid directors’ fees for Rude and Rudolph totaling over $200,000, and a money award to the putative class from a common fund. So the $1,500 offers of judgment did serve the legitimate purpose of addressing the Shareholders’ claim for damages. And CIRI’s offers were clearly worded to end the litigation by covering all the claims, not just the damage claims. Thus, the fact that the Shareholders were also seeking equitable relief does not invalidate CIRI’s offers.
Clarifies what shareholder communications and voting-related conduct trigger (or don�t trigger) regulatory and corporate-law requirements.